Cherry Hill Mortgage Investment Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): August 9, 2024

CHERRY HILL MORTGAGE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

1451 Route 34, Suite 303

Farmingdale, NJ 07727

(Address of principal executive offices, including zip code)

877.870.7005

(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

On August 9, 2024, Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), entered into (i) an At Market Issuance Sales Agreement (the “BTIG Sales Agreement”) with BTIG, LLC (“BTIG”) to add BTIG as a sales agent in the Company’s existing at-the-market offering (the “ATM Program”) of the Company’s common stock, par value $0.01 per share (“Common Stock”); (ii) an amendment (the “JMP Amendment”) to its existing At Market Issuance Sales Agreement with Citizens JMP Securities, LLC (formerly known as JMP Securities LLC (“JMP”), dated August 31, 2018, as amended by Amendment No. 1, dated August 25, 2021 and Amendment No. 2, dated November 4, 2022 (the “JMP Sales Agreement”); and (iii) an amendment (the “B. Riley Amendment” and together with the JMP Amendment, the “Sales Agreement Amendments”) to its existing At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Riley,” and together with JMP and BTIG, the “Sales Agents”), dated August 31, 2018, as amended by Amendment No. 1, dated August 25, 2021 and Amendment No. 2, dated November 4, 2022 (the “B. Riley Sales Agreement” and together with the JMP Sales Agreement and the BTIG Sales Agreement, the “Sales Agreements”).

The Shares are being offered pursuant to a prospectus, dated August 6, 2021, as supplemented by a prospectus supplement, dated August 25, 2021, as further supplemented by a supplement, dated November 4, 2022, and a supplement, dated as of August 9, 2024, all of which form a part of the Company’s registration statement on Form S-3 (File No. 333-251078).

In connection with the foregoing, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of Venable LLP, its Maryland counsel, with respect to the legality of the Shares to be sold pursuant to the Sales Agreements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 9, 2024